Common use of Executive Officers Clause in Contracts

Executive Officers. Xxxxxxx X. Xxxxxx Xxxxx Xxxxxx Xxxxxx Xxx Xxxxx Xxxxxxxx SCHEDULE C Underwriter Number of Firm Shares to be Purchased Number of Firm Warrants to be Purchased Number of Additional Shares to be Purchased Number of Additional Warrants to be Purchased LAZARD CAPITAL MARKETS LLC 4,800,000 2,400,000 720,000 360,000 XXXX CAPITAL PARTNERS, LLC 750,000 375,000 112,500 56,250 CANTOR XXXXXXXXXX & CO. 450,000 225,000 67,500 33,750 TOTAL 6,000,000 3,000,000 900,000 450,000 EXHIBIT A FORM OF WARRANT EXHIBIT B Form of Lock-Up Agreement May , 2013 LAZARD CAPITAL MARKETS LLC 00 Xxxxxxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Apricus Biosciences, Inc. - Underwritten Offering of Common Stock Dear Sirs: In order to induce Lazard Capital Markets LLC (“LCM”), Xxxx Capital Partners, LLC (“Xxxx”)and Cantor Xxxxxxxxxx & Co.(“Cantor”, together with LCM and Xxxx, the “Underwriters”) to enter into that certain underwriting agreement with Apricus Biosciences, Inc., an Nevada corporation (the “Company”), with respect to the public offering (the “Offering”) of shares of the Company’s Common Stock, par value $0.001 per share (“Common Stock”), the undersigned hereby agrees that for a period of ninety (90) days following the date of the final prospectus supplement filed by the Company with the Securities and Exchange Commission in connection with the Offering (the “Lock-up Period”), the undersigned will not, without the prior written consent of LCM, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or publicly announce the intention to otherwise dispose of, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including, without limitation, shares of Common Stock or any such securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as the same may be amended or supplemented from time to time (such shares or securities, the “Beneficially Owned Shares”)), (ii) enter into any swap, hedge or other agreement or arrangement that transfers in whole or in part, the economic risk of ownership of any Beneficially Owned Shares, Common Stock or securities convertible into or exercisable or exchangeable for Common Stock, or (iii) engage in any short selling of any Beneficially Owned Shares, Common Stock or securities convertible into or exercisable or exchangeable for Common Stock. If (i) the Company issues an earnings release or material news or a material event relating to the Company occurs during the last seventeen (17) days of the Lock-up Period, or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the Lock-up Period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Anything contained herein to the contrary notwithstanding, any person to whom shares of Common Stock, securities convertible into or exercisable or exchangeable for Common Stock or Beneficially Owned Shares are transferred from the undersigned shall be bound by the terms of this Agreement. Notwithstanding the foregoing, the undersigned may transfer the undersigned’s Beneficially Owned Shares (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any immediate family member or to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that, in each case, such immediate family member or the trustee of the trust, as applicable, agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, (iii) pursuant to a plan adopted pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, to the extent that a copy of such plan has been provided to LCM prior to the date hereof, (iv) to the extent necessary to exercise an option to purchase shares of Common Stock or acquire shares of Common Stock upon the vesting of any restricted stock unit, in each case granted under a stock incentive plan or stock purchase plan of the Company described in the Prospectus, or to the extent necessary to dispose of shares of restricted stock to the Company pursuant to the terms of such plan in order to pay income taxes due upon the vesting of shares of restricted stock or (v) with the prior written consent of LCM on behalf of the Underwriters. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, the undersigned hereby waives, from the date hereof until the expiration of the Lock-up Period, any and all rights, if any, to request or demand registration pursuant to the Securities Act of 1933, as amended, of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock that are registered in the name of the undersigned or that are Beneficially Owned Shares. In order to enable the aforesaid covenants to be enforced, the undersigned hereby consents to the placing of a stop-transfer order with the transfer agent of the Common Stock with respect to any shares of Common Stock, securities convertible into or exercisable or exchangeable for Common Stock or Beneficially Owned Shares. Executed as of the date set forth above. Very truly yours, By: Name: Title:

Executive Officers. Xxxxxxxx X. Xxxxx – President and CEO Xxxxxx Xxxx – CFO Xxxx X. Xxxxxxx – Vice President, General Counsel Directors: Xxxx X. Xxxxxxxx Xxxxxx Carleone, Ph.D Xxxxxxxx X. Xxxxx Xxxxxxx X. Xxxxxxx Xxxxxxxxx Xxxxxx Ph.D Xxxxxxx X. Xxxxxx Xxxxxx Xxxxx Xxxxxx Xxxxxx Xxx Xxxxxxx X. Xxxxx Xxxxxxxx SCHEDULE C Underwriter Number of Firm Shares to be Purchased Number of Firm Warrants to be Purchased Number of Additional Shares to be Purchased Number of Additional Warrants to be Purchased LAZARD CAPITAL MARKETS LLC 4,800,000 2,400,000 720,000 360,000 XXXX CAPITAL PARTNERS, LLC 750,000 375,000 112,500 56,250 CANTOR XXXXXXXXXX & CO. 450,000 225,000 67,500 33,750 TOTAL 6,000,000 3,000,000 900,000 450,000 EXHIBIT A D FORM OF WARRANT EXHIBIT B Form of LockLOCK-Up Agreement May , 2013 LAZARD CAPITAL MARKETS LLC 00 Xxxxxxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Apricus BiosciencesUP AGREEMENT Avid Bioservices, Inc. - Underwritten Public Offering of Common Stock Dear Sirs: In order to induce Lazard December [__], 2020 RBC Capital Markets LLC (“LCM”), Xxxx Capital PartnersMarkets, LLC As Representative of the several Underwriters c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10281-8098 Ladies and Gentlemen: This letter agreement (this “Xxxx”)and Cantor Xxxxxxxxxx & Co.(“CantorAgreement”, together ) is being delivered to you in connection with LCM and Xxxx, the proposed Underwriting Agreement (the “UnderwritersUnderwriting Agreement”) to enter into that certain underwriting agreement with Apricus Biosciencesbetween Avid Bioservices, Inc., an Nevada a Delaware corporation (the “Company”), with respect and RBC Capital Markets, LLC (“RBC Capital Markets”), as representative of a group of underwriters (the “Underwriters”) and the other parties thereto (if any), relating to the a proposed underwritten public offering (the “Offering”) of shares of the Company’s Common Stockcommon stock, par value $0.001 per share (the “Common Stock”). In order to induce you and the other Underwriters to enter into the Underwriting Agreement, and in light of the benefits that the offering of the Common Stock will confer upon the undersigned in his or her capacity as a securityholder and/or an officer or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees that for a with each Underwriter that, during the period of ninety (90) days following beginning on and including the date of the final prospectus supplement filed by Underwriting Agreement through and including the Company with date that is the Securities and Exchange Commission in connection with 90th day after the Offering date of the Underwriting Agreement (such period, the “Lock-up Up Period”), the undersigned will not, without the prior written consent of LCMRBC Capital Markets, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or publicly announce the intention to otherwise dispose of, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including, without limitation, shares of Common Stock or any such securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as the same may be amended or supplemented from time to time (such shares or securities, the “Beneficially Owned Shares”)), (ii) enter into any swap, hedge or other agreement or arrangement that transfers in whole or in part, the economic risk of ownership of any Beneficially Owned Shares, Common Stock or securities convertible into or exercisable or exchangeable for Common Stock, or (iii) engage in any short selling of any Beneficially Owned Shares, Common Stock or securities convertible into or exercisable or exchangeable for Common Stock. If (i) the Company issues an earnings release or material news or a material event relating to the Company occurs during the last seventeen (17) days of the Lock-up Period, or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the Lock-up Period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Anything contained herein to the contrary notwithstanding, any person to whom shares of Common Stock, securities convertible into or exercisable or exchangeable for Common Stock or Beneficially Owned Shares are transferred from the undersigned shall be bound by the terms of this Agreement. Notwithstanding the foregoing, the undersigned may transfer the undersigned’s Beneficially Owned Shares (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any immediate family member or to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that, in each case, such immediate family member or the trustee of the trust, as applicable, agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, (iii) pursuant to a plan adopted pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, to the extent that a copy of such plan has been provided to LCM prior to the date hereof, (iv) to the extent necessary to exercise an option to purchase shares of Common Stock or acquire shares of Common Stock upon the vesting of any restricted stock unit, in each case granted under a stock incentive plan or stock purchase plan of the Company described in the Prospectus, or to the extent necessary to dispose of shares of restricted stock to the Company pursuant to the terms of such plan in order to pay income taxes due upon the vesting of shares of restricted stock or (v) with the prior written consent of LCM on behalf of the Underwriters. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, the undersigned hereby waives, from the date hereof until the expiration of the Lock-up Period, any and all rights, if any, to request or demand registration pursuant to the Securities Act of 1933, as amended, of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock that are registered in the name of the undersigned or that are Beneficially Owned Shares. In order to enable the aforesaid covenants to be enforced, the undersigned hereby consents to the placing of a stop-transfer order with the transfer agent of the Common Stock with respect to any shares of Common Stock, securities convertible into or exercisable or exchangeable for Common Stock or Beneficially Owned Shares. Executed as of the date set forth above. Very truly yours, By: Name: Title:

Executive Officers. Xxxxxxx X. Xxxxxx Xxxxx Xxxxxx Xxxxxx Xxx Xxxxx Xxxxxxxx SCHEDULE C Underwriter Number of Firm Shares to be Purchased Number of Firm Warrants to be Purchased Number of Additional Shares to be Purchased Number of Additional Warrants to be Purchased LAZARD CAPITAL MARKETS LLC 4,800,000 2,400,000 720,000 360,000 XXXX CAPITAL PARTNERS, LLC 750,000 375,000 112,500 56,250 CANTOR XXXXXXXXXX & CO. 450,000 225,000 67,500 33,750 TOTAL 6,000,000 3,000,000 900,000 450,000 Shareholders EXHIBIT A FORM OF WARRANT OPINION OF COMPANY’S COUNSEL EXHIBIT B Form FORM OF LOCK-UP AGREEMENT [Date] Sandler X’Xxxxx & Partners, L.P. as Representative of Lock-Up the several Underwriters to be named in the Underwriting Agreement May 1251 Avenue of the Xxxxxxxx, 2013 LAZARD CAPITAL MARKETS LLC 00 Xxxxxxxxxxx 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Apricus BiosciencesProposed Offering by FVCBankcorp, Inc. - Underwritten Offering Ladies and Gentlemen: The undersigned, a shareholder and/or an executive officer and/or director of Common Stock Dear Sirs: In order to induce Lazard Capital Markets LLC (“LCM”), Xxxx Capital Partners, LLC (“Xxxx”)and Cantor Xxxxxxxxxx & Co.(“Cantor”, together with LCM and Xxxx, the “Underwriters”) to enter into that certain underwriting agreement with Apricus BiosciencesFVCBankcorp, Inc., an Nevada a Virginia corporation and registered bank holding company (the “Company”), understands that Sandler X’Xxxxx & Partners, L.P. (“Representative”), as representative of the Underwriters, proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with respect to the Company and FVCbank providing for the initial public offering (the “Offering”) of shares (the “Securities”) of the Company’s Common Stockcommon stock, par value $0.001 0.01 per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a shareholder and/or executive officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees that for a with each Underwriter to be named in the Underwriting Agreement that, during the period of ninety (90) 180 days following from the date of the final prospectus supplement filed by the Company with the Securities and Exchange Commission in connection with the Offering Underwriting Agreement (the “Lock-up Up Period”), the undersigned will not, without the prior written consent of LCMthe Representative, directly or indirectly, (i) offer, pledge, sell, assign, transfer, pledge, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of, of or publicly announce the intention to otherwise dispose of, transfer any shares of the Common Stock or any securities convertible into or exchangeable or exercisable or exchangeable for Common Stock (includingStock, without limitation, shares of Common Stock whether now owned or any such securities which may be deemed to be beneficially owned hereafter acquired by the undersigned in accordance or with respect to which the rules and regulations promulgated undersigned has or hereafter acquires the power of disposition, (ii) make any demand or exercise any right with respect to the filing of any registration statement under the Securities Act of 1933, as the same may be amended or supplemented from time to time (such shares or securities, the “Beneficially Owned Shares1933 Act”), with respect to any of the foregoing in clause (i), or (iiiii) enter into any swap, hedge swap or any other agreement or arrangement any transaction that transfers transfers, in whole or in part, directly or indirectly, the economic risk consequence of ownership of any Beneficially Owned Shares, the Common Stock or any securities convertible into or exchangeable or exercisable or exchangeable for Common Stock, whether any such swap or (iii) engage in any short selling transaction is to be settled by delivery of any Beneficially Owned Shares, Common Stock or securities convertible into other securities, in cash or exercisable otherwise, or exchangeable for Common Stock. If (i) the Company issues an earnings release or material news or a material event relating publicly announce any intention to the Company occurs during the last seventeen (17) days do any of the Lock-up Period, or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the Lock-up Period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Anything contained herein to the contrary notwithstanding, any person to whom shares of Common Stock, securities convertible into or exercisable or exchangeable for Common Stock or Beneficially Owned Shares are transferred from the undersigned shall be bound by the terms of this Agreementforegoing. Notwithstanding the foregoing, the undersigned may transfer the undersigned’s Beneficially Owned Shares (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any immediate family member or to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that, in each case, such immediate family member or the trustee of the trust, as applicable, agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, (iii) pursuant to a plan adopted pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, to the extent that a copy of such plan has been provided to LCM prior to the date hereof, (iv) to the extent necessary to exercise an option to purchase shares of Common Stock or acquire shares of Common Stock upon the vesting of any restricted stock unit, in each case granted under a stock incentive plan or stock purchase plan of the Company described in the Prospectus, or to the extent necessary to dispose of shares of restricted stock to the Company pursuant to the terms of such plan in order to pay income taxes due upon the vesting of shares of restricted stock or (v) with the prior written consent of LCM on behalf of the Underwriters. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, the undersigned hereby waives, from the date hereof until the expiration of the Lock-up Period, any and all rights, if any, to request or demand registration pursuant to the Securities Act of 1933, as amended, of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock that are registered in the name of the undersigned or that are Beneficially Owned Shares. In order to enable the aforesaid covenants to be enforced, the undersigned hereby consents to the placing of a stop-transfer order with the transfer agent of the Common Stock with respect to any shares of Common Stock, securities convertible into or exercisable or exchangeable for Common Stock or Beneficially Owned Shares. Executed as of the date set forth above. Very truly yours, By: Name: Title:

Executive Officers. J.X. Xxxxxx (he will provide one letter as an officer and director) C.N. Exxxxx A.X. Xxxx P.T. Oxxxx X.X. Real H.X. Xxxxx W.X. Xxxxx T.X. Xxxxxxx X. Xxxxxx Xxxxx Xxxxxx Xxxxxx Xxx Xxxxx Xxxxxxxx SCHEDULE C Underwriter Number 3 INFORMATION INCLUDED IN PRICING DISCLOSURE PACKAGE · $30.79 per share · 5,000,000 shares of Firm Shares to be Purchased Number Stock · 750,000 shares of Firm Warrants to be Purchased Number Option Stock LOCK-UP LETTER AGREEMENT Lxxxxx Brothers Inc. As Representative of Additional Shares to be Purchased Number of Additional Warrants to be Purchased LAZARD CAPITAL MARKETS LLC 4,800,000 2,400,000 720,000 360,000 XXXX CAPITAL PARTNERS, LLC 750,000 375,000 112,500 56,250 CANTOR XXXXXXXXXX & CO. 450,000 225,000 67,500 33,750 TOTAL 6,000,000 3,000,000 900,000 450,000 EXHIBIT A FORM OF WARRANT EXHIBIT B Form of Lockthe several Underwriters named in the below-Up referenced Underwriting Agreement May , 2013 LAZARD CAPITAL MARKETS LLC 00 Xxxxxxxxxxx Xxxxx c/o Xxxxxx Brothers Inc. 700 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 ReLadies and Gentlemen: Apricus Biosciences, Inc. - Underwritten Offering of Common Stock Dear Sirs: In order to induce Lazard Capital Markets LLC The undersigned understands that you and certain other firms (“LCM”), Xxxx Capital Partners, LLC (“Xxxx”)and Cantor Xxxxxxxxxx & Co.(“Cantor”, together with LCM and Xxxx, the “Underwriters”) propose to enter into that certain underwriting agreement with Apricus Biosciencesan Underwriting Agreement (the “Underwriting Agreement”) providing for the purchase by the Underwriters of shares (the “Stock”) of Common Stock, no par value per share (the “Common Stock”), of PNM Resources, Inc., an Nevada a New Mexico corporation (the “Company”), with respect and that the Underwriters propose to reoffer the Stock to the public offering (the “Offering”) of shares ). In consideration of the Company’s Common Stockexecution of the Underwriting Agreement by the Underwriters, par value $0.001 per share (“Common Stock”)and for other good and valuable consideration, the undersigned hereby irrevocably agrees that for a period of ninety (90) days following the date of the final prospectus supplement filed by the Company with the Securities and Exchange Commission in connection with the Offering (the “Lock-up Period”), the undersigned will notthat, without the prior written consent of LCMLxxxxx Brothers Inc., on behalf of the Underwriters, the undersigned will not, directly or indirectly, (i1) offeroffer for sale, sell, assign, transfer, pledge, contract to sell, or otherwise dispose ofof (or enter into any transaction or device that is designed to, or publicly announce could be expected to, result in the intention to otherwise dispose disposition by any person at any time in the future of, ) any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including, without limitation, shares of Common Stock or any such securities which that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under of the Securities Act and Exchange Commission and shares of 1933, as the same Common Stock that may be amended issued upon exercise of any options or supplemented from time to time warrants) or securities convertible into or exercisable or exchangeable for Common Stock (such shares or securities, other than the “Beneficially Owned Shares”)Stock), (ii2) enter into any swap, hedge swap or other agreement or arrangement derivatives transaction that transfers to another, in whole or in part, any of the economic risk benefits or risks of ownership of shares of Common Stock, whether any Beneficially Owned Sharessuch transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (3) make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock, Stock or any other securities of the Company or (iii4) engage in publicly disclose the intention to do any short selling of any Beneficially Owned Sharesthe foregoing, Common Stock or securities convertible into or exercisable or exchangeable for Common Stocka period commencing on the date hereof and ending on the 90th day after the date of the Prospectus relating to the Offering (such 90-day period, the “Lock-Up Period”). If Notwithstanding the foregoing, if (i1) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs during the last seventeen (17) days of the Lock-up Period, or (ii2) prior to the expiration of the Lock-up Up Period, the Company announces that it will release earnings results during the sixteen (16)-day 16-day period beginning on the last day of the Lock-up Up Period, then the restrictions imposed by this Lock-Up Letter Agreement shall continue to apply until the expiration of the eighteen (18)-day 18-day period beginning on the issuance of the earnings release or the occurrence announcement of the material news or the occurrence of the material event, unless Lxxxxx Brothers Inc. waives such extension in writing. Anything contained herein to the contrary notwithstanding, any person to whom shares of Common Stock, securities convertible into or exercisable or exchangeable for Common Stock or Beneficially Owned Shares are transferred from the The undersigned shall be bound by the terms of this Agreement. Notwithstanding the foregoing, the undersigned may transfer the undersigned’s Beneficially Owned Shares (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any immediate family member or to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided hereby further agrees that, in each case, such immediate family member or the trustee of the trust, as applicable, agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, (iii) pursuant to a plan adopted pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, to the extent that a copy of such plan has been provided to LCM prior to the date hereof, (iv) to the extent necessary to exercise an option to purchase shares of Common Stock engaging in any transaction or acquire shares of Common Stock upon the vesting of taking any restricted stock unit, in each case granted under a stock incentive plan or stock purchase plan of the Company described in the Prospectus, or to the extent necessary to dispose of shares of restricted stock to the Company pursuant other action that is subject to the terms of such plan in order to pay income taxes due upon the vesting of shares of restricted stock or (v) with the prior written consent of LCM on behalf of the Underwriters. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, Letter Agreement during the undersigned hereby waives, period from the date hereof until of this Lock-Up Letter Agreement to and including the 34th day following the expiration of the Lock-up Up Period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period (as such may have been extended pursuant to this paragraph) has expired. In furtherance of the foregoing, the Company and all rightsits transfer agent are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Lock-Up Letter Agreement. It is understood that, if anythe Company notifies the Underwriters that it does not intend to proceed with the Offering, if the Underwriting Agreement does not become effective, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to request payment for and delivery of the Stock, the undersigned will be released from its obligations under this Lock-Up Letter Agreement. The undersigned understands that the Company and the Underwriters will proceed with the Offering in reliance on this Lock-Up Letter Agreement. Whether or demand registration not the Offering actually occurs depends on a number of factors, including market conditions. Any Offering will only be made pursuant to an Underwriting Agreement, the Securities Act terms of 1933which are subject to negotiation between the Company and the Underwriters. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Letter Agreement and that, as amendedupon request, of the undersigned will execute any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock that are registered additional documents necessary in connection with the name enforcement hereof. Any obligations of the undersigned or that are Beneficially Owned Shares. In order to enable shall be binding upon the aforesaid covenants to be enforcedheirs, the undersigned hereby consents to the placing of a stop-transfer order with the transfer agent personal representatives, successors and assigns of the Common Stock with respect to any shares of Common Stock, securities convertible into or exercisable or exchangeable for Common Stock or Beneficially Owned Shares. Executed as of the date set forth aboveundersigned. Very truly yours, By: /s/ Name: TitleTitle : Dated: December 6, 2006 EXHIBIT B-1 FORM OF OPINION OF CXXXXXX X. XXXXX December [12], 2006 Lxxxxx Brothers Inc. As Representative of the Several Underwriters named in Schedule 1 to the Underwriting Agreement c/o Xxxxxx Brothers Inc. 700 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: I have acted as counsel for PNM Resources, Inc., a New Mexico corporation (the “Company”), in connection with the issuance and sale by the Company of 5,000,000 shares of the common stock of the Company, no par value per share (the “Stock”) pursuant to that certain Underwriting Agreement dated as of December 6, 2006 between the Company and the Underwriters named therein (the “Agreement”). Capitalized terms used herein which are defined in the Agreement have the meanings set forth in the Agreement, unless otherwise defined herein. This opinion letter is delivered to you at the request of the Company pursuant to Section 7(d) of the Agreement. In rendering the opinions set forth below, I have reviewed and examined the Agreement, the Registration Statement, the Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus and such other documents as I have deemed necessary to render such opinions. I have also examined originals or copies, certified or otherwise identified to my satisfaction, of the articles of incorporation and the bylaws or other organizational documents of the Company and each Significant Subsidiary, resolutions of the Board of Directors of the Company and of the pricing committee thereof, and certificates of public officials concerning the legal existence and/or good standing of the Company and its Significant Subsidiaries. In addition, I have examined such other records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company and its Significant Subsidiaries, and have made such inquiries of such officers and representatives, as I have deemed relevant and necessary as a basis for the opinions hereinafter set forth. As to questions of fact material to such opinions, I have, when relevant facts were not independently established, relied upon certificates of the Company and of its officers, upon certificates and comparable documents of public officials, and upon statements in the Registration Statement, the Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus. In making the examinations of the Agreement and the other documents described above, I have assumed the genuineness of all signatures (other than the signatures of the Company), the legal capacity of all natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified or photostatic copies (including telecopies) and the authenticity of the originals of such documents and the correctness of all statements of fact contained in all such original documents. No opinion is expressed regarding compliance with covenants in any agreement to which the Company or any of its subsidiaries is a party incorporating calculations of a financial or accounting nature. I have also assumed the validity and constitutionality of each relevant statute, rule, regulation and agency covered by this opinion letter. Based upon the foregoing and subject to and limited by the qualifications stated herein, I am of the opinion that:

Executive Officers. Xxxx Xxx XxXxxxx • Xxxxx Xxxxxxx X. Xxxxxx • Xxxxx Xxxxxx • Xxxxx Xxxxxx Xxx • Xxxxx Xxxx • Xxxx Xxxxx Selling Stockholders • Xxxxx Xxxxxxx • Xxxxxxxxx Xxxxxxx • Xxxxxxx Xxxxxx • Xxxxx Xxxxxxx • Xxxxx Xxxxxx • Xxxxxxxxx Xxxxxx • Xxxxxx Xxxxxxx • Xxxxx Xxxx • Xxxx Xxxxx • Xxxx Xxxxxxxx SCHEDULE C Underwriter Number of Firm Shares to be Purchased Number of Firm Warrants to be Purchased Number of Additional Shares to be Purchased Number of Additional Warrants to be Purchased LAZARD CAPITAL MARKETS LLC 4,800,000 2,400,000 720,000 360,000 XXXX CAPITAL PARTNERS• Xxxxx Xxxxxx • XxXxxxxx Capital Mortgage Investors, LLC 750,000 375,000 112,500 56,250 CANTOR XXXXXXXXXX & CO. 450,000 225,000 67,500 33,750 TOTAL 6,000,000 3,000,000 900,000 450,000 • XxXxxxx Strategic Enterprises, LLC • Xxxxxx Xxxxxx • Xxxxxxx Xxx • Xxxxx Xxxxxx • Xxxx Xxxxxxxx • Xxxxxxx Xxxx • Xxxxx Xxxxxxx • Xxxxx Xxxxx FORM FINAL EXHIBIT A D-1 FORM OF WARRANT EXHIBIT B Form LOCK-UP AGREEMENT Guild Holdings Company Public Offering of Lock-Up Agreement May Class A Common Stock Dated as of ____________________, 2013 LAZARD CAPITAL MARKETS 2020 Xxxxx Fargo Securities, LLC 00 Xxxxxxxxxxx Xxxxx BofA Securities, Inc. X.X. Xxxxxx Securities LLC As Representatives of the several Underwriters c/o Wells Fargo Securities, LLC 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Apricus Biosciencesc/o BofA Securities, Inc. - Underwritten Offering of Common Stock Dear Sirs: In order to induce Lazard Capital Markets LLC (“LCM”), Xxx Xxxxxx Xxxx Capital Partners, LLC (“Xxxx”)and Cantor Xxxxxxxxxx & Co.(“Cantor”, together with LCM and Xxx Xxxx, Xxx Xxxx 00000 c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This agreement (this “Agreement”) is being delivered to you in connection with the proposed Underwriting Agreement (the “UnderwritersUnderwriting Agreement”) to enter into that certain underwriting agreement with Apricus Biosciencesby and among Guild Holdings Company, Inc., an Nevada a Delaware corporation (the “Company”), with respect Xxxxx Fargo Securities, LLC (“Xxxxx Fargo”), BofA Securities, Inc. (“BofA”) and X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) as representatives (the “Representatives”) of a group of underwriters (the “Underwriters”) and the other parties thereto (if any), relating to the a proposed underwritten public offering (the “Offering”) of shares of the Company’s Common StockClass A common stock, par value $0.001 0.01 per share share, of the Company (the “Class A Common Stock” and, together with the Class B common stock, par value $0.01 per share, of the Company, the “Common Stock”), ) pursuant to a Registration Statement on Form S-1 (the undersigned hereby agrees that for a period of ninety (90“Registration Statement”) days following the date of the final prospectus supplement filed by the Company with the Securities and Exchange Commission (the “SEC”). In order to induce you and the other Underwriters to enter into the Underwriting Agreement, and in connection with light of the benefits that the Offering will confer upon the undersigned in its, his or her capacity as a securityholder and/or an officer or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each Underwriter that, during the period beginning on and including the date of the Underwriting Agreement through and including the date that is the 180th day after the date of the Underwriting Agreement (such period, the “Lock-up Up Period”), the undersigned will not, without the prior written consent of LCMthe Representatives, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or publicly announce the intention to otherwise dispose of, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including, without limitation, shares of Common Stock or any such securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as the same may be amended or supplemented from time to time (such shares or securities, the “Beneficially Owned Shares”)), (ii) enter into any swap, hedge or other agreement or arrangement that transfers in whole or in part, the economic risk of ownership of any Beneficially Owned Shares, Common Stock or securities convertible into or exercisable or exchangeable for Common Stock, or (iii) engage in any short selling of any Beneficially Owned Shares, Common Stock or securities convertible into or exercisable or exchangeable for Common Stock. If (i) the Company issues an earnings release or material news or a material event relating to the Company occurs during the last seventeen (17) days of the Lock-up Period, or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the Lock-up Period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Anything contained herein to the contrary notwithstanding, any person to whom shares of Common Stock, securities convertible into or exercisable or exchangeable for Common Stock or Beneficially Owned Shares are transferred from the undersigned shall be bound by the terms of this Agreement. Notwithstanding the foregoing, the undersigned may transfer the undersigned’s Beneficially Owned Shares (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any immediate family member or to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that, in each case, such immediate family member or the trustee of the trust, as applicable, agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, (iii) pursuant to a plan adopted pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, to the extent that a copy of such plan has been provided to LCM prior to the date hereof, (iv) to the extent necessary to exercise an option to purchase shares of Common Stock or acquire shares of Common Stock upon the vesting of any restricted stock unit, in each case granted under a stock incentive plan or stock purchase plan of the Company described in the Prospectus, or to the extent necessary to dispose of shares of restricted stock to the Company pursuant to the terms of such plan in order to pay income taxes due upon the vesting of shares of restricted stock or (v) with the prior written consent of LCM on behalf of the Underwriters. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, the undersigned hereby waives, from the date hereof until the expiration of the Lock-up Period, any and all rights, if any, to request or demand registration pursuant to the Securities Act of 1933, as amended, of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock that are registered in the name of the undersigned or that are Beneficially Owned Shares. In order to enable the aforesaid covenants to be enforced, the undersigned hereby consents to the placing of a stop-transfer order with the transfer agent of the Common Stock with respect to any shares of Common Stock, securities convertible into or exercisable or exchangeable for Common Stock or Beneficially Owned Shares. Executed as of the date set forth above. Very truly yours, By: Name: Title:

Executive Officers. Xxxxx Xxxxxxx Xxxxx X. Xxxxxx Xxxxx Xxxxxx X. Xxxxxxxxxxxxxx, M.D. Xxxxxx Xxx Xxxxx Xxxxxxxx Xxxxxxx SCHEDULE C Underwriter Number of Firm Shares to be Purchased Number of Firm Warrants to be Purchased Number of Additional Shares to be Purchased Number of Additional Warrants to be Purchased UNDERWRITER NUMBER OF FIRM SHARES PURCHASED NUMBER OF OVER-ALLOTMENT SHARES LAZARD CAPITAL MARKETS LLC 4,800,000 2,400,000 720,000 360,000 XXXX CAPITAL PARTNERS, LLC 750,000 375,000 112,500 56,250 CANTOR XXXXXXXXXX 1,989,000 298,350 XXXXX XXXXXXX & CO. 450,000 225,000 67,500 33,750 1,989,000 298,350 JMP SECURITIES LLC 702,000 105,300 TOTAL 6,000,000 3,000,000 900,000 450,000 4,680,000 702,000 EXHIBIT A FORM OF WARRANT EXHIBIT B Form of Lock-Lock Up Agreement May August 7, 2013 LAZARD CAPITAL MARKETS LLC XXXXX XXXXXXX & CO. c/o Lazard Capital Markets LLC 00 Xxxxxxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Apricus Biosciences, Vanda Pharmaceuticals Inc. - Underwritten Offering of Common Stock Dear Sirs: In order to induce Lazard Capital Markets LLC (“LCM”), Xxxx Capital Partners, LLC Xxxxx Xxxxxxx & Co. (“Xxxx”)and Cantor Xxxxxxxxxx & Co.(“Cantor”, Xxxxx Xxxxxxx” and together with LCM and XxxxLCM, the “UnderwritersRepresentatives”) to enter into and the other underwriters set forth in that certain underwriting agreement with Apricus Biosciences, Vanda Pharmaceuticals Inc., an Nevada a Delaware corporation (the “Company”), with respect to the public offering (the “Offering”) of shares of the Company’s Common Stock, par value $0.001 per share (“Common Stock”), the undersigned hereby agrees that for a period of commencing on the date hereof and continuing through ninety (90) days following the date of the final prospectus supplement filed by the Company with the Securities and Exchange Commission in connection with the Offering (the “Lock-up Period”), the undersigned will not, without the prior written consent of LCMthe Representatives, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or publicly announce the intention to otherwise dispose of, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including, without limitation, shares of Common Stock or any such securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as the same may be amended or supplemented from time to time (such shares or securities, the “Beneficially Owned Shares”)), (ii) enter into any swap, hedge or other agreement or arrangement that transfers in whole or in part, the economic risk of ownership of any Beneficially Owned Shares, Common Stock or securities convertible into or exercisable or exchangeable for Common Stock, or (iii) engage in any short selling of any Beneficially Owned Shares, Common Stock or securities convertible into or exercisable or exchangeable for Common Stock, in each case other than (a) transfers of Beneficially Owned Shares, Common Stock or securities convertible into or exercisable or exchangeable for Common Stock (i) as a bona fide gift or gifts, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned or (iii) by will or intestacy to the undersigned’s legal representative, heir or legatee; and (b) pursuant to any contract, instruction or plan complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, that has been entered into by the undersigned prior to the date of this agreement; provided that in the case of any transfer or distribution pursuant to clause (a), each donee or distributee or transferee shall execute and deliver to the Representatives a lock-up letter for the balance of the Lock-up Period in the form of this paragraph. No provision in this agreement shall be deemed to restrict or prohibit the exercise or exchange by the undersigned of any option or warrant to acquire shares of Common Stock, or any other security exchangeable or exercisable for, or convertible into, Common Stock, provided that the undersigned does not transfer the Common Stock acquired on such exercise or exchange during the lock up period, unless otherwise permitted pursuant to the terms of this agreement. If (i) the Company issues an earnings release or material news or a material event relating to the Company occurs during the last seventeen (17) days of the Lock-up Period, or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the Lock-up Period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Representatives waive such extension. Anything contained herein to the contrary notwithstanding, any person to whom shares of Common Stock, securities convertible into or exercisable or exchangeable for Common Stock or Beneficially Owned Shares are transferred from the undersigned shall be bound by the terms of this Agreement. Notwithstanding the foregoing, the undersigned may transfer the undersigned’s Beneficially Owned Shares (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any immediate family member or to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that, in each case, such immediate family member or the trustee of the trust, as applicable, agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, (iii) pursuant to a plan adopted pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, to the extent that a copy of such plan has been provided to LCM prior to the date hereof, (iv) to the extent necessary to exercise an option to purchase shares of Common Stock or acquire shares of Common Stock upon the vesting of any restricted stock unit, in each case granted under a stock incentive plan or stock purchase plan of the Company described in the Prospectus, or to the extent necessary to dispose of shares of restricted stock to the Company pursuant to the terms of such plan in order to pay income taxes due upon the vesting of shares of restricted stock or (v) with the prior written consent of LCM on behalf of the Underwriters. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, the undersigned hereby waives, from the date hereof until the expiration of the Lock-up Period, any and all rights, if any, to request or demand registration pursuant to the Securities Act of 1933, as amended, of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock that are registered in the name of the undersigned or that are Beneficially Owned Shares. In order to enable the aforesaid covenants to be enforced, the undersigned hereby consents to authorizes the placing of a stop-transfer order with the Company, and any duly appointed transfer agent for the registration or transfer of the Common Stock with respect to any shares of Common Stock, securities convertible into or exercisable or exchangeable for Common Stock or Beneficially Owned Shares, to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. Executed The undersigned understands that, if (i) the Underwriting Agreement does not become effective, (ii) the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder, (iii) the Company notifies the Representatives in writing that it will not be proceeding with the Offering prior to the execution of the Underwriting Agreement, or (iv) a closing of the Offering has not yet occurred as of August 31, 2013, the date set forth aboveundersigned shall be released from all obligations under this letter agreement. Very truly yours, [Signatory] By: Name: Title:

Executive Officers. Xxxxxxx X. Xxxxxx Xxxxx Xxxxxx Xxxxxx Xxx Xxxxx Xxxx Xxxxxxxx SCHEDULE C Underwriter Number of Firm Shares to be Purchased Number of Firm Warrants to be Purchased Number of Additional Shares to be Purchased Number of Additional Warrants to be Purchased LAZARD CAPITAL MARKETS LLC 4,800,000 2,400,000 720,000 360,000 XXXX CAPITAL PARTNERS, LLC 750,000 375,000 112,500 56,250 CANTOR XXXXXXXXXX & CO. 450,000 225,000 67,500 33,750 TOTAL 6,000,000 3,000,000 900,000 450,000 Xxxx Xxxxxxxxxx Xxxxxxxxxxx Xxxx Xxxx Xxxx EXHIBIT A FORM OF WARRANT Form of Warrant EXHIBIT B Form of Lock-Up Agreement May March 20, 2013 LAZARD CAPITAL MARKETS LLC 00 Xxxxxxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Apricus Biosciences, Xxxxxxx Power Systems Inc. - Underwritten Offering of Common Stock Shares Dear Sirs: In order to induce Lazard Capital Markets LLC (“LCM”), Xxxx Capital Partners, LLC (“Xxxx”)and Cantor Xxxxxxxxxx & Co.(“Cantor”, together with LCM and Xxxx, Lazard” or the “UnderwritersUnderwriter”) to enter into that certain underwriting agreement with Apricus BiosciencesXxxxxxx Power Systems, Inc., an Nevada a corporation organized under the Canada Business Corporations Act (the “Company”), with respect to the public offering (the “Offering”) of shares of the Company’s Common StockShares, no par value $0.001 per share (“Common StockShares”), and warrants exercisable for Common Shares, the undersigned hereby agrees that for a period of ninety (90) days following the date of the final prospectus supplement filed by the Company with the Securities and Exchange Commission in connection with the Offering (the “Lock-up Period”), the undersigned will not, without the prior written consent of LCMLazard, which consent will not be unreasonably withheld or delayed, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or publicly announce the intention to otherwise dispose of, any shares of Common Stock Shares or any securities convertible into or exercisable or exchangeable for Common Stock Shares (including, without limitation, shares of Common Stock Shares or any such securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as the same may be amended or supplemented from time to time (such shares or securities, the “Beneficially Owned Shares”)), (ii) enter into any swap, hedge or other agreement or arrangement that transfers in whole or in part, the economic risk of ownership of any Beneficially Owned Shares, Common Stock Shares or securities convertible into or exercisable or exchangeable for Common StockShares, or (iii) engage in any short selling of any Beneficially Owned Shares, Common Stock Shares or securities convertible into or exercisable or exchangeable for Common StockShares. If (i) the Company issues an earnings release or the disclosure of material news or a material event relating to the Company occurs during the last seventeen (17) days of the Lock-up Period, or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the Lock-up Period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence disclosure of the material news or the occurrence of the material event. Anything contained herein to the contrary notwithstanding, any person to whom shares of Common StockShares, securities convertible into or exercisable or exchangeable for Common Stock Shares or Beneficially Owned Shares are transferred from the undersigned shall be bound by the terms of this Agreement. Notwithstanding the foregoing, the undersigned may transfer the undersigned’s Beneficially Owned Shares (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any immediate family member or to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that, in each case, such immediate family member or the trustee of the trust, as applicable, agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, (iii) pursuant to a plan adopted pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, to the extent that a copy of such plan has been provided to LCM prior to the date hereof, (iv) to the extent necessary to exercise an option to purchase shares of Common Stock or acquire shares of Common Stock upon the vesting of any restricted stock unit, in each case granted under a stock incentive plan or stock purchase plan of the Company described in the Prospectus, or to the extent necessary to dispose of shares of restricted stock to the Company pursuant to the terms of such plan in order to pay income taxes due upon the vesting of shares of restricted stock or (v) with the prior written consent of LCM on behalf of the Underwriters. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, the undersigned hereby waives, from the date hereof until the expiration of the Lock-up Period, any and all rights, if any, to request or demand registration pursuant to the Securities Act of 1933, as amended, of any shares of Common Stock Shares or securities convertible into or exercisable or exchangeable for Common Stock Shares that are registered in the name of the undersigned or that are Beneficially Owned Shares. In order to enable the aforesaid covenants to be enforced, the undersigned hereby consents to the placing of a stop-stop transfer order orders with the transfer agent of the Common Stock Shares with respect to any shares of Common StockShares, securities convertible into or exercisable or exchangeable for Common Stock Shares or Beneficially Owned Shares. Executed as of the date set forth above. Very truly yours, By: Name: Title:

Executive Officers. W. Xxxx Xxxxxx X. X. Xxxxxxxx, Xx. Xxxx X. Xxxxxxxxxx Xxx X. Xxxxx Xxxxxx X. Xxxxx Xxxxxx X. Xxxxxxx Xxxxxxxx X. Xxxxxx Xxxxx X. Xxxx XX Xxxxxxx X. Xxxxxxxxx Xxxx X. Xxxxxxx Xxxxxxx X. Xxxxxx Xxxxx Xxxxxxxxxxx X. Xxxxxx Schedule IV FORM OF LOCK-UP AGREEMENT THE SOUTHERN COMPANY LOCK-UP AGREEMENT Date Xxxxxxx Sachs & Co. LLC 000 Xxxx Xxxxxx Xxx Xxxxx Xxxx, Xxx Xxxx 00000 Barclays Capital Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx SCHEDULE C Underwriter Number of Firm Shares to be Purchased Number of Firm Warrants to be Purchased Number of Additional Shares to be Purchased Number of Additional Warrants to be Purchased LAZARD CAPITAL MARKETS LLC 4,800,000 2,400,000 720,000 360,000 XXXX CAPITAL PARTNERS, LLC 750,000 375,000 112,500 56,250 CANTOR XXXXXXXXXX & CO. 450,000 225,000 67,500 33,750 TOTAL 6,000,000 3,000,000 900,000 450,000 EXHIBIT A FORM OF WARRANT EXHIBIT B Form of Lock-Up Agreement May , 2013 LAZARD CAPITAL MARKETS LLC 00 Xxxxxxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Apricus BiosciencesThe Southern Company - Lock-Up Agreement Ladies and Gentlemen: The undersigned understands that you, Inc. - Underwritten Offering as representatives (the “Representatives”) of Common Stock Dear Sirs: In order to induce Lazard Capital Markets LLC the several underwriters (“LCM”), Xxxx Capital Partners, LLC (“Xxxx”)and Cantor Xxxxxxxxxx & Co.(“Cantor”, together with LCM and Xxxx, the “Underwriters”) ), propose to enter into that certain underwriting agreement an Underwriting Agreement (the “Underwriting Agreement”) with Apricus BiosciencesThe Southern Company, Inc., an Nevada a Delaware corporation (the “Company”), with respect to the providing for a public offering (the “Public Offering”) of shares Equity Units of the Company’s Common Stock, par value $0.001 per share Company (the “Common StockEquity Units”), the undersigned hereby agrees that for ) pursuant to a period of ninety (90) days following the date of the final prospectus supplement Registration Statement on Form S-3 filed by the Company with the Securities and Exchange Commission in connection with the Offering (the “SEC”). In consideration of the agreement by the Underwriters to offer and sell the Equity Units, the undersigned agrees that, except as expressly agreed in writing by each of the Representatives, during the period beginning from the date of this Lock-up PeriodUp Agreement and continuing to and including the date 45 days after the date of the Final Supplemented Prospectus (as defined in the Underwriting Agreement) (the “Cut-off Date”), the undersigned will not, without the prior written consent of LCM, directly or indirectly, (i) not offer, sell, assign, transfer, pledge, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose ofof any Subject Shares (as hereinafter defined), or any options or warrants to purchase any Subject Shares, or any securities convertible into, exchangeable for or that represent the right to receive Subject Shares or publicly announce the intention to otherwise dispose of, do any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including, without limitation, shares of Common Stock or any such securities which may be deemed the foregoing. The foregoing restriction is expressly agreed to be beneficially owned by preclude the undersigned from engaging in accordance with the rules and regulations promulgated under the Securities Act of 1933, as the same may be amended or supplemented from time to time (such shares or securities, the “Beneficially Owned Shares”)), (ii) enter into any swap, hedge hedging or other agreement transaction which is designed to or arrangement that transfers which reasonably could be expected to lead to or result in whole a sale or in part, the economic risk disposition of ownership of any Beneficially Owned Shares, Common Stock or securities convertible into or exercisable or exchangeable for Common Stock, or (iii) engage in any short selling of any Beneficially Owned Shares, Common Stock or securities convertible into or exercisable or exchangeable for Common Stock. If (i) the Company issues an earnings release or material news or a material event relating to the Company occurs during the last seventeen (17) days of the Lock-up Period, or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the Lock-up Period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Anything contained herein to the contrary notwithstanding, any person to whom shares of Common Stock, securities convertible into or exercisable or exchangeable for Common Stock or Beneficially Owned Shares are transferred from the undersigned shall be bound by the terms of this Agreement. Notwithstanding the foregoing, the undersigned may transfer the undersigned’s Beneficially Owned Subject Shares (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to even if such Subject Shares would be bound in writing disposed of by the restrictions set forth herein, (ii) to any immediate family member or to any trust for the direct or indirect benefit of the undersigned or the immediate family of someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, provided that, in each case, such immediate family member sale or the trustee of the trust, as applicable, agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, (iii) pursuant to a plan adopted pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, to the extent that a copy of such plan has been provided to LCM prior to the date hereof, (iv) to the extent necessary to exercise an option to purchase shares of Common Stock or acquire shares of Common Stock upon the vesting grant of any restricted stock unit, in each case granted under a stock incentive plan right (including without limitation any put or stock purchase plan of the Company described in the Prospectus, or to the extent necessary to dispose of shares of restricted stock to the Company pursuant to the terms of such plan in order to pay income taxes due upon the vesting of shares of restricted stock or (vcall option) with the prior written consent of LCM on behalf of the Underwriters. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, the undersigned hereby waives, from the date hereof until the expiration of the Lock-up Period, any and all rights, if any, to request or demand registration pursuant to the Securities Act of 1933, as amended, of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock that are registered in the name of the undersigned or that are Beneficially Owned Shares. In order to enable the aforesaid covenants to be enforced, the undersigned hereby consents to the placing of a stop-transfer order with the transfer agent of the Common Stock with respect to any shares of Common Stock, securities convertible into or exercisable or exchangeable for Common Stock or Beneficially Owned Shares. Executed as of the date set forth above. Very truly yoursundersigned’s Subject Shares or with respect to any security that includes, By: Name: Title:relates to or derives any significant part of its value from such Subject Shares.

Executive Officers. Xxxxx X. Xxxxxxx Xxxx Xxxx-Xxxx Xxxxx X. Xxxxxx Xxx Xxxxxx Xxxxx X. X’Xxxxx Xxxxxx Xxxx Xxxxxxx X. Xxxxxxxxxx Xxxxxx Xxxxx X. Xxxxxxxx Xxxxxx Xxxxxx Xxxx Xxx Xxxxx Xxxxxxxx SCHEDULE C Underwriter Number of Firm Shares to be Purchased Number of Firm Warrants to be Purchased Number of Additional Shares to be Purchased Number of Additional Warrants to be Purchased LAZARD CAPITAL MARKETS LLC 4,800,000 2,400,000 720,000 360,000 XXXX CAPITAL PARTNERS, LLC 750,000 375,000 112,500 56,250 CANTOR XXXXXXXXXX & CO. 450,000 225,000 67,500 33,750 TOTAL 6,000,000 3,000,000 900,000 450,000 Xxxxxxx EXHIBIT A FORM FORMS OF WARRANT EXHIBIT B Form of LOCK-UP LETTERS [Attached.] Lock-Up up Agreement May June [ ], 2013 LAZARD CAPITAL MARKETS 2023 Evercore Group L.L.C. 00 Xxxx 00xx Xxxxxx New York, New York 10055 Xxxxxx Xxxxxxx & Co. LLC 00 Xxxxxxxxxxx Xxxxx Xxx Xxxx0000 Xxxxxxxx New York, Xxx Xxxx 00000 ReNew York 10036 As Representatives of the several Underwriters listed in Schedule I to the Underwriting Agreement Ladies and Gentlemen: Apricus BiosciencesThe undersigned understands that Evercore Group L.L.C. and Xxxxxx Xxxxxxx & Co. LLC, Inc. - Underwritten Offering as representatives of Common Stock Dear Sirs: In order to induce Lazard Capital Markets LLC the several Underwriters (as defined below) (the “LCMRepresentatives”), Xxxx Capital Partners, LLC have entered into an Underwriting Agreement (“Xxxx”)and Cantor Xxxxxxxxxx & Co.(“Cantor”, together with LCM and Xxxx, the “UnderwritersUnderwriting Agreement”) to enter into that certain underwriting agreement with Apricus Biosciences, GE HealthCare Technologies Inc., an Nevada a Delaware corporation (the “Company”), with respect to General Electric Company, a New York corporation (“GE”), and Xxxxxx Xxxxxxx & Co. LLC, as selling stockholder (the “Selling Stockholder”), providing for the public offering (the “Public Offering”) by the several Underwriters, including the Representatives (the “Underwriters”), of certain shares of the Company’s Common Stockcommon stock, par value $0.001 0.01 per share (“Common Stock”)share, the undersigned hereby agrees that for a period of ninety (90) days following the date of the final prospectus supplement filed by Company. Capitalized terms used herein and not otherwise defined shall have the Company with meanings set forth in the Securities and Exchange Commission Underwriting Agreement. To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Offering Public Offering, GE, on behalf of itself and each of its subsidiaries (collectively, the “Lock-up PeriodRestricted Parties”), the undersigned will nothereby agrees that, without the prior written consent of LCMthe Representatives on behalf of the Underwriters, the Restricted Parties will not commencing on the date hereof and ending 90 days after the date of the Prospectus (the “Restricted Period”): (a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of (collectively, “Transfer”), directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or publicly announce the intention to otherwise dispose of, any shares of Common Stock any class of stock of the Company (collectively, the “Company Securities”) or any other securities convertible into or exercisable or exchangeable for any Company Securities (collectively, the “Restricted Securities”); (b) enter into any swap or other arrangement that Transfers to another, in whole or in part, any of the economic consequences of ownership of any Company Securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Company Securities or such other securities, in cash or otherwise; (c) file any registration statement with the Commission relating to the offering of any Restricted Securities; or (d) publicly announce any intention to engage in any of the transactions described in clauses (a) through (c) above; provided that this clause (d) shall not apply to disclosure by a Restricted Party of its general intent with respect to its Company Securities if such disclosure makes no reference to any specific transaction of the type described in clause (a), (b) or (c). The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transaction designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition of any shares of Company Securities, or any securities convertible into or exercisable or exchangeable for Common Stock (including, without limitation, shares of Common Stock or any such securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as the same may be amended or supplemented from time to time (such shares or securities, the “Beneficially Owned Shares”)), (ii) enter into any swap, hedge or other agreement or arrangement that transfers in whole or in part, the economic risk of ownership of any Beneficially Owned Shares, Common Stock or securities convertible into or exercisable or exchangeable for Common Stock, or (iii) engage in any short selling of any Beneficially Owned Shares, Common Stock or securities convertible into or exercisable or exchangeable for Common Stock. If (i) the Company issues an earnings release or material news or a material event relating to the Company occurs during the last seventeen (17) days of the Lock-up Period, or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the Lock-up Period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Anything contained herein to the contrary notwithstanding, any person to whom shares of Common Stock, securities convertible into or exercisable or exchangeable for Common Stock or Beneficially Owned Shares are transferred from the undersigned shall be bound by the terms of this Agreement. Notwithstanding the foregoing, the undersigned may transfer the undersigned’s Beneficially Owned Shares (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any immediate family member or to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that, in each case, such immediate family member or the trustee of the trust, as applicable, agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, (iii) pursuant to a plan adopted pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, to the extent that a copy of such plan has been provided to LCM prior to the date hereof, (iv) to the extent necessary to exercise an option to purchase shares of Common Stock or acquire shares of Common Stock upon the vesting of any restricted stock unit, in each case granted under a stock incentive plan or stock purchase plan of the Company described in the Prospectus, or to the extent necessary to dispose of shares of restricted stock to the Company pursuant to the terms of such plan in order to pay income taxes due upon the vesting of shares of restricted stock or (v) with the prior written consent of LCM on behalf of the Underwriters. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, the undersigned hereby waives, from the date hereof until the expiration of the Lock-up Period, any and all rights, if any, to request or demand registration pursuant to the Securities Act of 1933, as amended, of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock that are registered in the name of the undersigned or that are Beneficially Owned Shares. In order to enable the aforesaid covenants to be enforced, the undersigned hereby consents to the placing of a stop-transfer order with the transfer agent of the Common Stock with respect to any shares of Common Stock, securities convertible into or exercisable or exchangeable for Common Stock or Beneficially Owned Shares. Executed as of the date set forth above. Very truly yours, By: Name: Title:Securities.